Koppers (NYSE: KOP) SVP receives stock awards and surrenders shares for tax

Rhea-AI Filing Summary

Koppers Holdings senior vice president Stephen G. Lucas reported multiple equity-related transactions tied to the vesting of earlier performance share units. On February 26, 2026, he acquired dividend equivalent rights and common stock at no cost as PSUs granted on January 4, 2023 vested and related DERs were released on a one-for-one basis. In a separate move the same day, he surrendered 2,536 shares of common stock at $37.24 to the company to cover tax withholding owed on the PSU vesting. This Form 4 amendment also corrects the originally reported transaction date.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lucas Stephen G

(Last) (First) (Middle)

436 SEVENTH AVENUE

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Culture and Engagement

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/26/2026		A		5,298	A	$0	38,062	D
Common Stock	02/26/2026(2)		M		127(3)	A	$0(3)	38,189	D
Common Stock	02/26/2026		F		2,536	D	$37.24(4)	35,653	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(5)	02/26/2026		A		127		(5)	(5)	Common Stock	127	$0	229	D
Dividend Equivalent Rights	(6)	02/26/2026		M			127(6)	(6)	(6)	Common Stock	127	$0	102	D

Explanation of Responses:

1. On January 4, 2023, the reporting person was granted performance share units ("PSUs") for which the performance criteria for the measurement period from January 1, 2023 through December 31, 2025 have been satisfied.

2. This Form 4 amendment is being filed to correct the transaction date.

3. Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis.

4. Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of PSUs.

5. The DERs accrued with respect to additional PSUs credited to the reporting person with respect to PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

6. These DERs were released in connection with the vesting of PSUs granted on January 4, 2023. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

Remarks:

	/s/ Stephanie L. Apostolou, Attorney in Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Koppers (KOP) report for Stephen G. Lucas?

Stephen G. Lucas received common stock and dividend equivalent rights on February 26, 2026, when performance share units vested. He also surrendered 2,536 common shares at $37.24 per share to Koppers to satisfy tax withholding related to that vesting.

Why was this Koppers (KOP) Form 4 filed as an amendment?

The Form 4 was amended to correct the transaction date. The filing explains that this amendment is specifically being made to fix the previously reported date for the PSU-related equity transactions, without changing the underlying number or type of securities involved.

What are the dividend equivalent rights reported for Koppers (KOP)?

The dividend equivalent rights accrued on performance share units granted January 4, 2023 and vesting after performance criteria were satisfied. Each right is described as the economic equivalent of one share of Koppers common stock and was released in connection with the PSU vesting.

How many Koppers (KOP) shares did Stephen G. Lucas surrender for taxes?

He surrendered 2,536 shares of Koppers common stock at $37.24 per share. The filing states these shares were delivered back to the issuer as payment for tax withholding obligations arising from the vesting of performance share units granted in January 2023.

What triggered the vesting of Koppers (KOP) performance share units for Lucas?

Performance share units granted on January 4, 2023 vested after performance criteria were satisfied for the measurement period from January 1, 2023 through December 31, 2025. That vesting led to the release of related dividend equivalent rights and the share grants reported.

Does the Koppers (KOP) filing show Stephen G. Lucas buying or selling in the market?

The filing shows equity awarded and derivative rights exercised at no cost, plus shares surrendered for tax withholding. It does not report open-market purchases or sales, but rather compensation-related transactions and a tax payment using previously awarded common shares.